Peter Parker's life isn't going too well. He just fought a half-crazed guy named Joe Smith to a standstill and he finds out Joe's got a movie deal. Adjustment to college life is coming too slowly for his benefit, and his Aunt May dotes on him enough to drive him crazy, especially after he's nearly blown himself up trying to whip up a batch of web-fluid. (This stuff is flammable?) But, hey, he's doing better than Quentin Beck, a/k/a Mysterio, who is jobless and has taken to wandering around his old neighborhood. Beck's past is not a pretty one, with a mother who died early and a father who belittled his dreams of becoming a filmmaker, and it's no wonder he almost ignores an old friend, Betsy Schneider, whom he abandons after a brief conversation.
Peter, meanwhile, has run off to a showing of "King Kong" to escape his loving aunt and actually runs into Quentin there, although the two do not recognize each other out of costume. The movie is not enough to calm either man's restless spirit, however, and it's not long before both are prowling the night as their alter egos. Spider-Man ends up swinging by the Daily Bugle building, interrupting Jonah in mid-tirade and having some fun. So imagine his surprise the next morning when he awakens to learn that Jonah died in a car crash that night and Spider-Man was caught on tape causing the fatal wreck?
Even more confused than Peter is Jonah himself, who after a brief conversation with a heavenly source finds himself somewhere a little warmer. Trapped amdist a lake of fire and some rather demonic-looking creatures, not even Jonah's lawyer (who's apparently scheduled to join him in two years) can save him. But is he really dead? (Gee, let me guess....)
Thumbing through a photo album, Peter is drawn back in time (figuratively speaking) to the last date he had with Gwen Stacy. It was nothing fancy, just a quick movie date before Pete heads off to Canada for a photo shoot. After the movie, Gwen wants to walk downtown in the rain, but Peter refuses and hails a cab. They meet Flash, Harry, and MJ at the Coffee Bean but Gwen is less than pleased. After a few awkward moments, Peter slips Gwen out for a carriage ride in the park. The two kiss ("the most amazing kiss in the history of kissing") shown in a large panel that is bisected with an image of Spider-Man holding Gwen's dead body in his arms. "Did we know?" he asks himself.
Even as Peter remembers the end of the date he feels a pair of hands on his shoulders, and he turns to embrace Mary Jane, realizing that Gwen gave him the courage to love. Without that he never would have ended up with MJ. "I like to think that Gwen - wherever she is right now - is happy about that."